SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol 10x Genomics, Inc. [ TXG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/15/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/15/2022 | A | 2,120(1) | A | $0 | 2,745 | D(2) | |||
| Class A Common Stock | 1,037,825 | I | By Funds(3) | |||||||
| Class A Common Stock | 411,205 | I | By Trusts(4) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $39.62 | 06/15/2022 | A | 5,300 | (5) | 06/15/2032 | Class A Common Stock | 5,300 | $0 | 5,300 | D(2) | ||||
| Explanation of Responses: |
| 1. These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock. One-fourth of the RSUs, granted pursuant to the Issuer's 2019 Omnibus Incentive Plan, shall vest on August 21, 2022 and on each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
| 2. The Reporting Person is a member of VR Management, LLC (the "Management Company"). Under an agreement between the Reporting Person and the Management Company, the Reporting Person is deemed to hold the reported shares for the sole benefit of the Management Company and must exercise the reported shares solely upon the direction of the Management Company, which is entitled to the shares. The Management Company may be deemed the indirect beneficial owner of the reported shares, and the Reporting Person may be deemed the indirect beneficial owner of the reported shares through his interest in the Management Company. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |
| 3. Represents (a) 962,309 shares of Class A common stock held by Venrock Associates VI, L.P. ("VA VI") and (b) 75,516 shares of Class A common stock held by Venrock Partners VI, L.P. ("VP VI"). Venrock Management VI, LLC ("VM VI"), is the sole general partner of VA VI. Venrock Partners Management VI, LLC ("VPM VI"), is the sole general partner of VP VI. The Reporting Person is a member of VM VI and VPM VI and disclaims beneficial ownership over all shares held by VA VI and VP VI, except to the extent of his indirect pecuniary interests therein. |
| 4. These shares are held by trusts for the benefit of the Reporting Person and his family members. |
| 5. This option, granted pursuant to the Issuer's 2019 Omnibus Incentive Plan, vests as to one-twelfth of the shares on July 15, 2022 and each month thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
| /s/ Bryan E. Roberts | 06/17/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||